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CHRISTERN, HUENEFELD and CO., INC., respondent. Ramirez and Ortigas for petitioner. Ewald Huenefeld for respondent. PARAS, C.J.: On October 1, 1941, the respondent corporation, Christern Huenefeld, & Co., Inc. , after payment of corresponding premium, obtained from the petitioner ,Filipina s Cia. de Seguros, fire policy No. 29333 in the sum of P1000,000, covering merch andise contained in a building located at No. 711 Roman Street, Binondo Manila. On February 27, 1942, or during the Japanese military occupation, the building a nd insured merchandise were burned. In due time the respondent submitted to the petitioner its claim under the policy. The salvage goods were sold at public auc tion and, after deducting their value, the total loss suffered by the respondent was fixed at P92,650. The petitioner refused to pay the claim on the ground tha t the policy in favor of the respondent had ceased to be in force on the date th e United States declared war against Germany, the respondent Corporation (though organized under and by virtue of the laws of the Philippines) being controlled by the German subjects and the petitioner being a company under American jurisdi ction when said policy was issued on October 1, 1941. The petitioner, however, i n pursuance of the order of the Director of Bureau of Financing, Philippine Exec utive Commission, dated April 9, 1943, paid to the respondent the sum of P92,650 on April 19, 1943. The present action was filed on August 6, 1946, in the Court of First Instance o f Manila for the purpose of recovering from the respondent the sum of P92,650 ab ove mentioned. The theory of the petitioner is that the insured merchandise were burned up after the policy issued in 1941 in favor of the respondent corporatio n has ceased to be effective because of the outbreak of the war between the Unit ed States and Germany on December 10, 1941, and that the payment made by the pet itioner to the respondent corporation during the Japanese military occupation wa s under pressure. After trial, the Court of First Instance of Manila dismissed t he action without pronouncement as to costs. Upon appeal to the Court of Appeals , the judgment of the Court of First Instance of Manila was affirmed, with costs . The case is now before us on appeal by certiorari from the decision of the Cou rt of Appeals. The Court of Appeals overruled the contention of the petitioner that the respond ent corporation became an enemy when the United States declared war against Germ any, relying on English and American cases which held that a corporation is a ci tizen of the country or state by and under the laws of which it was created or o rganized. It rejected the theory that nationality of private corporation is dete rmine by the character or citizenship of its controlling stockholders. There is no question that majority of the stockholders of the respondent corpora tion were German subjects. This being so, we have to rule that said respondent b ecame an enemy corporation upon the outbreak of the war between the United State s and Germany. The English and American cases relied upon by the Court of Appeal s have lost their force in view of the latest decision of the Supreme Court of t he United States in Clark vs. Uebersee Finanz Korporation, decided on December 8 , 1947, 92 Law. Ed. Advance Opinions, No. 4, pp. 148-153, in which the controls test has been adopted. In "Enemy Corporation" by Martin Domke, a paper presented to the Second International Conference of the Legal Profession held at the Hagu e (Netherlands) in August. 1948 the following enlightening passages appear: Since World War I, the determination of enemy nationality of corporations has be en discussion in many countries, belligerent and neutral. A corporation was subj ect to enemy legislation when it was controlled by enemies, namely managed under the influence of individuals or corporations, themselves considered as enemies.
It was the English courts which first the Daimler case applied this new concept of "piercing the corporate veil," which was adopted by the peace of Treaties of 1919 and the Mixed Arbitral established after the First World War. The United States of America did not adopt the control test during the First Wor ld War. Courts refused to recognized the concept whereby American-registered cor porations could be considered as enemies and thus subject to domestic legislatio n and administrative measures regarding enemy property. World War II revived the problem again. It was known that German and other enemy interests were cloaked by domestic corporation structure. It was not only by le gal ownership of shares that a material influence could be exercised on the mana gement of the corporation but also by long term loans and other factual situatio ns. For that reason, legislation on enemy property enacted in various countries during World War II adopted by statutory provisions to the control test and dete rmined, to various degrees, the incidents of control. Court decisions were rende red on the basis of such newly enacted statutory provisions in determining enemy character of domestic corporation. The United States did not, in the amendments of the Trading with the Enemy Act d uring the last war, include as did other legislations the applications of the co ntrol test and again, as in World War I, courts refused to apply this concept wh ereby the enemy character of an American or neutral-registered corporation is de termined by the enemy nationality of the controlling stockholders. Measures of blocking foreign funds, the so called freezing regulations, and othe r administrative practice in the treatment of foreign-owned property in the Unit ed States allowed to large degree the determination of enemy interest in domesti c corporations and thus the application of the control test. Court decisions san ctioned such administrative practice enacted under the First War Powers Act of 1 941, and more recently, on December 8, 1947, the Supreme Court of the United Sta tes definitely approved of the control theory. In Clark vs. Uebersee Finanz Korp oration, A. G., dealing with a Swiss corporation allegedly controlled by German interest, the Court: "The property of all foreign interest was placed within the reach of the vesting power (of the Alien Property Custodian) not to appropriate friendly or neutral assets but to reach enemy interest which masqueraded under those innocent fronts. . . . The power of seizure and vesting was extended to al l property of any foreign country or national so that no innocent appearing devi ce could become a Trojan horse." It becomes unnecessary, therefore, to dwell at length on the authorities cited i n support of the appealed decision. However, we may add that, in Haw Pia vs. Chi na Banking Corporation,* 45 Off Gaz., (Supp. 9) 299, we already held that China Banking Corporation came within the meaning of the word "enemy" as used in the T rading with the Enemy Acts of civilized countries not only because it was incorp orated under the laws of an enemy country but because it was controlled by enemi es. The Philippine Insurance Law (Act No. 2427, as amended,) in section 8, provides that "anyone except a public enemy may be insured." It stands to reason that an insurance policy ceases to be allowable as soon as an insured becomes a public e nemy. All intercourse between citizens of belligerent powers w Effect of war, generally. â hich is inconsistent with a state of war is prohibited by the law of nations. Su ch prohibition includes all negotiations, commerce, or trading with the enemy; a ll acts which will increase, or tend to increase, its income or resources; all a cts of voluntary submission to it; or receiving its protection; also all acts co ncerning the transmission of money or goods; and all contracts relating thereto are thereby nullified. It further prohibits insurance upon trade with or by the enemy, upon the life or lives of aliens engaged in service with the enemy; this for the reason that the subjects of one country cannot be permitted to lend thei r assistance to protect by insurance the commerce or property of belligerent, al ien subjects, or to do anything detrimental too their country's interest. The pu rpose of war is to cripple the power and exhaust the resources of the enemy, and it is inconsistent that one country should destroy its enemy's property and rep ay in insurance the value of what has been so destroyed, or that it should in su
ch manner increase the resources of the enemy, or render it aid, and the commenc ement of war determines, for like reasons, all trading intercourse with the enem y, which prior thereto may have been lawful. All individuals therefore, who comp ose the belligerent powers, exist, as to each other, in a state of utter exclusi on, and are public enemies. (6 Couch, Cyc. of Ins. Law, pp. 5352-5353.) In the case of an ordinary fire policy, which grants insurance only from year, o r for some other specified term it is plain that when the parties become alien e nemies, the contractual tie is broken and the contractual rights of the parties, so far as not vested. lost. (Vance, the Law on Insurance, Sec. 44, p. 112.) The respondent having become an enemy corporation on December 10, 1941, the insu rance policy issued in its favor on October 1, 1941, by the petitioner (a Philip pine corporation) had ceased to be valid and enforcible, and since the insured g oods were burned after December 10, 1941, and during the war, the respondent was not entitled to any indemnity under said policy from the petitioner. However, e lementary rules of justice (in the absence of specific provision in the Insuranc e Law) require that the premium paid by the respondent for the period covered by its policy from December 11, 1941, should be returned by the petitioner. The Court of Appeals, in deciding the case, stated that the main issue hinges on the question of whether the policy in question became null and void upon the de claration of war between the United States and Germany on December 10, 1941, and its judgment in favor of the respondent corporation was predicated on its concl usion that the policy did not cease to be in force. The Court of Appeals necessa rily assumed that, even if the payment by the petitioner to the respondent was i nvoluntary, its action is not tenable in view of the ruling on the validity of t he policy. As a matter of fact, the Court of Appeals held that "any intimidation resorted to by the appellee was not unjust but the exercise of its lawful right to claim for and received the payment of the insurance policy," and that the ru ling of the Bureau of Financing to the effect that "the appellee was entitled to payment from the appellant was, well founded." Factually, there can be no doubt that the Director of the Bureau of Financing, in ordering the petitioner to pay the claim of the respondent, merely obeyed the instruction of the Japanese Mili tary Administration, as may be seen from the following: "In view of the findings and conclusion of this office contained in its decision on Administrative Case dated February 9, 1943 copy of which was sent to your office and the concurrence therein of the Financial Department of the Japanese Military Administration, an d following the instruction of said authority, you are hereby ordered to pay the claim of Messrs. Christern, Huenefeld & Co., Inc. The payment of said claim, ho wever, should be made by means of crossed check." (Emphasis supplied.) It results that the petitioner is entitled to recover what paid to the responden t under the circumstances on this case. However, the petitioner will be entitled to recover only the equivalent, in actual Philippines currency of P92,650 paid on April 19, 1943, in accordance with the rate fixed in the Ballantyne scale. Wherefore, the appealed decision is hereby reversed and the respondent corporati on is ordered to pay to the petitioner the sum of P77,208.33, Philippine currenc y, less the amount of the premium, in Philippine currency, that should be return ed by the petitioner for the unexpired term of the policy in question, beginning December 11, 1941. Without costs. So ordered. Feria, Pablo, Bengzon, Tuason, Montemayor, Jugo and Bautista Angelo, JJ., concur . Footnotes * 80 Phil., 604.
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